EXHIBIT 5
ALSTON & BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-4777
September 18, 1997
Highwoods Properties, Inc.
Highwoods/Forsyth Limited Partnership
3100 Smoketree Court, Suite 600
Raleigh, North Carolina 27604
Re: $1,250,000 Aggregate Offering Price of Securities of Highwoods
Properties, Inc. and Highwoods/Forsyth Limited Partnership
Ladies and Gentlemen:
We are acting as counsel for Highwoods Properties, Inc., a Maryland
corporation (the "Company"), and Highwoods/Forsyth Limited Partnership, a North
Carolina limited partnership (the "Operating Partnership"), in connection with
the shelf registration by the Company and the Operating Partnership of
$1,250,000,000 in maximum aggregate offering price of (i) shares of the
Company's common stock, par value $.01 per share (the "Common Stock"), (ii)
shares or fractional shares of the Company's preferred stock ("Preferred
Stock"), (iii) shares of the Company's Preferred Stock represented by depositary
shares ("Depositary Shares"), and (iv) debt securities of the Operating
Partnership ("Debt Securities"). The Common Stock, Preferred Stock, Depositary
Shares and Debt Securities are the subject of a registration statement (the
"Registration Statement") filed by the Company and the Operating Partnership on
Form S-3 under the Securities Act of 1933, as amended (the "Act").
In our capacity as your counsel in connection with such registration,
we are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization and issuance of the Common Stock,
Preferred Stock and Depositary Shares, and by the Operating Partnership in
connection with the authorization and issuance of the Debt Securities, and for
the purposes of this opinion, have assumed such proceedings will be timely
completed in the manner presently proposed. In addition, we have made such legal
and factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion.
Based upon and subject to the foregoing, it is our opinion that:
(1) The Company has authority pursuant to its Articles of
Incorporation to issue the shares of Common Stock to be registered under the
Registration Statement and (a) upon the adoption by the Board of Directors of a
resolution in form and content required by applicable law, (b) upon compliance
with the applicable provisions of the Act and such state "blue sky" or
securities laws as may be applicable and (c) upon issuance and delivery of and
payment for such shares in the manner contemplated by the Registration Statement
and/or the applicable prospectus supplement, such shares of Common Stock will be
legally issued, fully paid and nonassessable.
(2) The Company has authority pursuant to its Articles of
Incorporation to issue the shares of Preferred Stock to be registered under the
Registration Statement and (a) upon the adoption by the Board of Directors of a
resolution in form and content required by applicable law, (b) upon compliance
with the applicable provisions of the Act and such state "blue sky" or
securities laws as may be applicable, (c) upon the adoption by the Company's
Board of Directors and the due execution and filing by the Company with the
Maryland State Department of Assessments and Taxation the Articles Supplementary
establishing the preferences, limitations and relative voting and other rights
of each series of Preferred Stock prior to issuance thereof and (d) upon
issuance and delivery of and payment for such shares in the manner contemplated
by the Registration Statement and/or the applicable prospectus supplement, such
shares of Preferred Stock will be legally issued, fully paid and nonassessable.
(3) The Company has authority pursuant to its Articles of
Incorporation to issue Depositary Shares to be registered under the Registration
Statement and when (a) a deposit agreement substantially as described in the
Registration
Statement has been duly executed and delivered by the Company and a depositary,
(b) the depositary receipts representing the Depositary Shares in the form
contemplated and authorized by such deposit agreement have been duly executed
and delivered by such depositary and delivered to and paid for by the purchasers
thereof in the manner contemplated by the Registration Statement and/or the
applicable prospectus supplement and (c) all corporate action necessary for the
issuance of such Depositary Shares and the underlying Preferred Stock has been
taken (including but not limited to action establishing the preferences,
limitations and relative voting and other rights of such Preferred Stock prior
to issuance thereof), such Depositary Shares will be legally issued and will
entitle the holders thereof to the rights specified in the deposit agreement
relating to such Depositary Shares.
(4) The Operating Partnership has authority to issue the Debt
Securities to be registered under the Registration Statement and when (a) the
applicable provisions of the Act and such state "blue sky" or securities laws as
may be applicable have been complied with and (b) the Debt Securities have been
issued and delivered for value as contemplated in the Registration Statement,
such Debt Securities will be legally issued and will be binding obligations of
the Operating Partnership and the Company, respectively.
To the extent that the obligations of the Company under the deposit
agreement or the obligations of the Company as guarantor and the Operating
Partnership as obligor under an indenture may be dependent upon such matters, we
have assumed for purposes of this opinion (i) that the applicable depositary or
trustee, as the case may be, is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization and is duly
qualified to engage in the activities contemplated by the applicable deposit
agreement or indenture as the case may be, (ii) that such deposit agreement or
indenture, as the case may be, has been duly authorized, executed and delivered
by and constitutes the legal, valid and binding obligation of such depositary or
trustee, as the case may be, enforceable in accordance with its respective
terms, (iii) that such depositary or trustee, as the case may be, is in
compliance, generally and with respect to acting as a depositary or trustee,
respectively, under the applicable deposit agreement or indenture, with all
applicable laws and regulations and (iv) that such depositary or trustee has the
requisite organizational and legal power and authority to perform its
obligations under the applicable deposit agreement or indenture, as the case may
be.
The opinions set forth above are subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights and remedies of
creditors; (ii) the effect of general principles of equity, whether enforcement
is considered in a proceeding in equity or law, in the discretion of the court
before which any proceeding therefor may be brought; (iii) the unenforceability
under certain circumstances under law or court decisions of provisions providing
for the indemnification of or contribution to a party with respect to a
liability where such indemnification or contribution is contrary to public
policy; (iv) we express no opinion concerning the enforceability of the waiver
of rights or defenses contained in Section 514 of the Indenture; and (v) we
express no opinion with respect to whether acceleration of Debt Securities may
affect the collectibility of any portion of the stated principal amount thereof
which might be determined to constitute unearned interest thereon.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus included therein.
Very truly yours,
ALSTON & BIRD LLP
By: /s/ Brad S. Markoff
_______________________________
Brad S. Markoff